Vistaprint 2010 Annual Report Download - page 106

Proxy Statement
VISTAPRINT N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on November 4, 2010
This proxy statement contains information about the 2010 Annual General Meeting of Shareholders of
Vistaprint N.V., which we refer to in this proxy statement as the annual meeting or the meeting. We will hold
the annual meeting on Thursday, November 4, 2010 at Vistaprint’s offices at Hudsonweg 8, 5928 LW Venlo,
the Netherlands. The annual meeting will begin at 5:30 p.m. (Central European Time).
We are furnishing this proxy statement to you in connection with the solicitation of proxies by the
Management Board of Vistaprint N.V. (which is also referred to as we, us or Vistaprint in this proxy
statement) for use at the annual meeting and at any adjournment of the annual meeting.
We are first mailing the Notice of Annual General Meeting, this proxy statement and our Annual Report
to Shareholders for the fiscal year ended June 30, 2010 on or about October 13, 2010.
Important Notice Regarding the Availability of Proxy Materials for the 2010 Annual General
Meeting of Shareholders:
This Proxy Statement and the 2010 Annual Report to Shareholders are available for viewing, printing
and downloading at http://proxy.ir.vistaprint.com. In addition, our statutory annual accounts and accompany-
ing annual report, as prepared in accordance with Dutch law and including biographical information about
the candidates nominated for appointment as members of our Supervisory Board, are available at our offices
at the address above and for viewing, printing and downloading at http://proxy.ir.vistaprint.com.
We will furnish without charge a copy of this proxy statement and our Annual Report on Form 10-K
for the fiscal year ended June 30, 2010, as filed with the United States Securities and Exchange
Commission, or SEC, to any shareholder who requests it in writing to Vistaprint N.V., c/o Vistaprint
USA, Incorporated, Attention: Investor Relations, 95 Hayden Avenue, Lexington, MA 02421, USA or
Vistaprint N.V., Hudsonweg 8, 5928 LW Venlo, the Netherlands. This proxy statement and our Annual
Report on Form 10-K are also available on the web site of the SEC at www.sec.gov.
EXPLANATORY NOTE ABOUT OUR CHANGE OF DOMICILE
On August 31, 2009, we changed our domicile from Bermuda to the Netherlands. Before that date,
Vistaprint Limited, the publicly traded parent entity of the Vistaprint group of companies, was a limited
company incorporated and domiciled in Bermuda. On August 31, 2009, we closed a share exchange
transaction, effected by way of a scheme of arrangement under Bermuda law, pursuant to which all common
shares of Vistaprint Limited issued and outstanding immediately prior to the closing were exchanged for the
same number of ordinary shares of Vistaprint N.V., a Dutch limited liability company with its registered seat
in Venlo, the Netherlands. As a result of the closing of the share exchange transaction, Vistaprint Limited
became a wholly owned subsidiary of Vistaprint N.V., and Vistaprint N.V. became the publicly traded parent
entity of the Vistaprint group of companies.
Throughout this proxy statement, when we refer to Vistaprint during periods on or before August 31,
2009, we are referring to Vistaprint Limited, the Bermuda entity, and the Board of Directors of Vistaprint
Limited. When we refer to Vistaprint during periods after August 31, 2009, including the current period, we
are referring to Vistaprint N.V., the Dutch entity, and the Management Board and Supervisory Board of
Vistaprint N.V. As part of the change of domicile, the members of the Board of Directors of Vistaprint Limited
became the members of the Supervisory Board of Vistaprint N.V., other than Robert S. Keane. Mr. Keane and
our three other executive officers became members of the Management Board of Vistaprint N.V. Throughout
this proxy statement, we sometimes refer to members of our Supervisory Board as our supervisory directors.